board decissions important question

If you have 2 out of 3 board members at a board meeting is it legal?
If the meeting is legal, can that board then vote to give one of the present { making the Quorum }board members a financial gain. Approve fees etc. ? Would the board member have to declare a finacial interest and then not participate in the vote? If that was the case then does 1 board member constitute a Quorum? Anybody know what ASIC rules are on this?As there are 2 lawyers and a QC on the board , you would assume all is done by the book now but what about the past?